ICANN Board
The ICANN Board is responsible in exercising the authority of the Internet Corporation for Assigned Names and Numbers and controlling its business affairs and properties by virtue of a majority vote by its members present during annual, regular or special meetings where there is a quorum.,[1] The ICANN board is internationally represented as set forth by ICANN's Bylaws and maintains that at least one Director represents each Geographic Region (Europe, Asia/Australia/Pacific, Latin America/Caribbean islands, Africa and North America) and no region have more than five Directors on the Board. [2]
Composition
The ICANN Board is composed of 16 voting Directors and 5 non-voting Liaisons. Only the Directors have the power to determine the existence of a quorum and the validity of votes taken by the Board of Directors.[3]
Directors Duties
A member of the Board of Director's primary duty is to act in the best interest of ICANN and not as representatives of the entities that selected them, their employers, or any other organizations or constituencies.[4]
Selection of the Board
The Nominating Committee is responsible in selecting the eight voting member who will take seats 1-8; the Address Supporting Organization (ASO) selects Director who will occupy Seats 9 & 10; the Country-Code Names Supporting Organization (ccNSO) selects Directors for Seat 11 and Seat 12; the Generic Names Supporting Organization (GNSO) selects two directors for seats 13 and 14 while one director represents the At-Large Community who will take seat 15 and the ex officio President will occupy the 16th seat of the ICANN Board.
The Chairman and Vice Chairman of ICANN will be elected from the 16 Directors not including the President.The five non voting members is appointed by:
Criteria for Directors
Based on the Bylaws of ICANN, any individual who will be selected to serve the ICANN Board must possess the following criteria:[5]
- Accomplished with integrity, objectivity, intelligence and a reputation for sound judgment, open minded and demonstrated capacity for thoughtful group decision-making;
- Must have an understanding of ICANN's mission and the potential impact of ICANN decisions on the global Internet community, and committed to the success of ICANN;
- Able to produce a broad cultural and geographic diversity of the Board and must be consistent with meetings the other criteria set forth by the ICANN Bylaws
- Must have personal familiarity with the operation of gTLD] registries and registrars, ccTLD registries,IP address registries, Internet technical standards and protocols, policy-development procedures, legal traditions, public interest; and a broad range of business, individual, academic, and non-commercial users of the Internet;
- Must be willing to serve as volunteers, without compensation other than the reimbursement of certain expenses; and
- Able to work and communicate in written and spoken English.
Resignation/Removal of Members of the Board
Any member of the Board either and Director or non-voting liaison may resign any time by expressing an oral resignation during a Board meeting which needs to be followed with a written resignation or by submitting a written notice to the President or the Secretary of ICANN. The resignation will be effective on the specified time. Acceptance of the Board is not necessary to make the resignation effective.[6]
Meanwhile, any director will be removed from the Board by a 3/4 majority vote of all the directors. The director under removal proceedings is not entitle to vote or be counted as a voting member when determining the 3/4 vote. Each vote o remove a Director shall be treated as a separate vote based on the single question of removing a particular Director.A notice must be provided to the organization that selected the director being removed.
Any non-voting liaison may be removed from the Board with the exception of the liaison appointed by the Governmental Advisory Committee by a 3/4 majority vote of all the Directors. A notice must be provided to the liaison being removed and to the selecting organization. If the organization fails to immediately remove its liaison after the notice, the Board has the option to request the Advisory Committee to consider replacing the removed liaison based on a 3/4 majority vote which determines that the action is appropriate.
Meetings
The ICANN Board conducts annual meetings at the main office of ICANN or any appropriate venue chosen by the Board as long as it held within the 14 months period from the previous annual meeting. Regular meetings are determined by the Board which is also held at the main office and special meetings is conducted when 1/4 of the members of the Board submits a request or by the Chairman of the Board or the President.The Secretary of ICANN will make the call for special meeting at a designated venue or at the ICANN main office.[7] The Board needs a quorum to be able to proceed or act on a particular issue during an any meeting. If there is no quorum, the meeting should be adjourn.